Call of an Extraordinary General Meeting to approve the capital increase reserved for conversion of the equity-linked bond
NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA (OR TO US PERSONS), AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW
The Board of Directors of Buzzi Unicem SpA, which met today, resolved to submit to the Extraordinary General Meeting of Shareholders, convened in first call on 8 November 2013, the proposal of convertibility into Buzzi Unicem ordinary shares of the EUR 220 million 1.375% Equity-Linked Bonds due 2019 placed on 9 July 2013 and of a consequent capital increase, payable in tranches, excluding pre-emption rights pursuant to art. 2441, paragraph 5, of the Italian civil code, for a total nominal amount of €8,257,224.60 issued in one or more times up to a maximum of #13,762,041 Buzzi Unicem ordinary shares, to be solely reserved for the purposes of the conversion of such Bond.
Investor Relations Assistant
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The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change.
This is not an offer to sell, nor a solicitation of an offer to buy and any discussions, negotiations or other communications that may be entered into whether in connection with terms set out herein or otherwise shall be subject to contract.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute or form part of an offer to sell securities or the solicitation of any offer to subscribe for or otherwise buy any securities to any person in the United States, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to in this announcement have not been and will not be registered in the United States under the US Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States unless registered under the Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offer of the securities in the United States, Australia, Canada or Japan.
This document does not constitute an offer to the public in Italy of financial products as defined under article 1 paragraph 1 letter f of legislative decree n. 58 of 24 February 1998 (the “TUF”). As bonds were issued in a minimum denomination of Euro 100.000,00 and will not be listed on an Italian regulated market, no documents relating to the bonds has been o will be submitted to the Commissione Nazionale Per le Società e la Borsa (“Consob”). The offer of bonds will be carried out in the Republic of Italy as an exempted offer pursuant to art. 100 of the TUF and article 34-ter, paragraph 1 of Consob regulations n. 11971 of 14 may 1999 as amended.
This communication is directed only at persons (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and qualified investors falling within Article 49(2)(a) to (d) of the Order, and (ii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.